Free
by Just-Plain-Roo
Summary: Set after 2.17 - Blair needs to grow and repair after losing everything she holds dear, but there's more then one person waiting in the wings to put her back together. C/B/Ca/N Ca/B friendship.
1. Chapter 1

**So I wrote this after I watched last night's episode and thankfully now I can post it! This is going to be Chuck/Blair in some form, think of Carter as a... well, kind of like a bandaid. Blair's broken and he takes it upon himself to fix her. But Blair's heart belongs to Chuck, and vice versa. For now. This is GG and everything changes... SO without giving any more of my plot away... R+R! I really want feedback on this. Good or not so good. (But mostly good ;P)**

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"I've lost everything," Blair said flatly, "Yale, my reputation, my friends... Even my own father looks at me as if he doesn't know who I am."

Carter continued to massage her leg with his hand. Whereas before Blair would have told him clearly where to go, now, in this very moment, she fond it somewhat comforting.

"I know the feeling." Carter agreed.

Silence.

"I used to have it all." Blair continued. "And now, I have nothing. But the strangest thing is – I've never felt more alive. You know?" She looked at him for reassurance but he stared at the wall in front of him.

"Like you have nothing left to lose." He finished for her, he got to his feet and threw some bills down on the bar. "Come on, I'll drop you home." He held out his hand for her to take.

She looked at it blankly for a few seconds before raising her eyes to meet with his. "No." she said softly.

He merely looked at her.

"Show me Carter, show me your world. Even if it's just for tonight." Her voice was quieter now, she did not let her face betray any emotion but her eyes were heavy and burdened as she gazed at him beseechingly. "I need to know what it's like, to feel free. To have no inhibitions. Show me."

He inclined his head, just barely, but enough for Blair to know that he agreed. And more importantly; that he understood.

So she took his hand.

**********

"What are we doing here?" Blair asked breathlessly, more then an hour later. It was the first time either of them had spoken since they had left the bar.

Carter took in her flushed cheeks and her bright eyes as they stood on a platform overlooking New York Harbor. She was beautiful. But also very vulnerable. As she stood with her arms hugging her body tightly, trying unsuccessfully to ward off the crisp seabreeze, Carter realized for the first time how very delicate she was. Her petite frame and slender body were usually hidden under a tough veneer of strength and assurance. After tonight the veneer had broken and he saw Blair for the first time. Beautiful, broken, and feeble.

Frankly it scared the shit out of him. If one of the strongest people he knew could break like this, what hope did the rest of them have?

Wordlessly he shrugged his arms out of his jacket and draped it round her shoulders. She didn't say thank you, and he didn't expect her to. It was just a jacket, an expensively tailored piece of cloth, but both knew it was more then that. It was an offer to do what so many others had failed to. Protect her.

"Ever been to Liberty Island?" Carter asked a few minutes later.

Blair shook her head.

Of course not, why would she have? She had lived in this city for her whole life but not once had someone thought to bring her. It was so taken for granted nowadays, the symbol that had represented so much to their forefathers was now an everyday sight. Tourists flocked there in their thousands, but the natives preferred to take their vacations abroad. That was one of the things that Carter detested the most about the Upper East Side and the superficiality of the wealthy and elite; they never appreciated the simplicity and beauty of the world that was right in front of them.

"There's a first time for everything though, right?" Blair gave him a faint smile as she led the way to one of the ferries. He stared after her for a few seconds before shaking his head to clear his thoughts, and following her.

**********

"Don't you think it's kind of obsolete?" Blair remarked almost to herself as they gazed out at the ocean from the top of the Statue of Liberty. "I mean we're here, we're seeing a sight that so many people never get to see now, but if we hadn't bought off the nightwatchman we would never have witnessed this. Experienced this."

"It depends on how you look at it Blair," Carter replied. "Everything has a price, nothing is free - even if it should be. I guess it all comes down to how much you're willing to pay."

They weren't talking about the statue anymore.

"What's yours?" Blair questioned, her dark eyes boring a hole through his.

"My what?" He knew what she was talking about and she knew it. But she pressed on.

"Your price Carter." She returned her eyes to the view. "Like you said, nothing is free."

He didn't answer for a while. "I don't know," He said finally.

Brown eyes met with Hazel and Blair crossed the short distance between them. Her lips met with his but one set of eyes never strayed from the other. The kiss deepened, as did the passion. Soon clothes were being shed along with crumbling facades. Silent rules are enacted as they lay on a bed of clothing at the very top of Liberty's Crown.

He calls her Blair, not 'B' like Nate sometimes did, and definitely not 'Waldorf' like Chuck does.

She pretends not to notice that his eyes are not really hazel, but a mixture of blue and brown. Cerulean blue for Nate, and dark ebony for Chuck.

He doesn't make sure she's comfortable with this before they go any further like Nate would, and he doesn't make her feel as special as Chuck did.

She doesn't mention the now faded scars on his back from his arrogant youth, and averts her eyes from the strange mark that adorns his left wrist.

Neither one mentions that their passion is ignited by the need to feel wanted, or that both are using the other for their own purposes.

Blair needs to escape from the life that's smothering her, and from the boy that she gave her heart to only to have it broken in return. Carter... he's still a mystery to her. One that she will most likely try to unravel once she's back to her normal, scheming self. But for now, she just wants to forget...

_*****_

_'This is Blair Waldorf, leave a message and I might get back to you. If you're lucky.' **Beep**._

"Blair it's Chuck. We need to talk. I... I'm sorry. For everything. Call me when you get this."

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**Disclaimer: Don't Own.**

**A/N: Internet's officially back up and running! I'm a little pissed it took this long, but whatever. My inbox is filled with all you guys' stories that I haven't gotten round to reading yet but rest assured that I will try and give feedback ASAP! I've been dying without my GG fix each day. The next chapter should be longer!**


	2. Chapter 2

"What do you mean Blair _isn't here_?" Chuck snapped irritably. He glowered at the foreign maid. "I waited here until after two last night and it is now only nine am. Where the hell does she have to be that she only let herself get six hours sleep?"

"She out." Dorota said firmly, though she glanced nervously at the elevator.

Chuck's face was the picture of dawning comprehension. "She never came home last night did she?"

Dorota's eyes widened and she didn't reply

"Listen Dorota, either you tell me where she is right now or I'll-" Chuck spat furiously.

"You what?" Dorota scoffed. "Break my heart like you broke Miss Blair's?"

Chuck flinched. "Just tell me if she's okay, I read the Gossip Girl blasts."

"I don't know." Dorota admitted finally. "She not call."

"And you're not the slightest bit worried?" Chuck glared at her. "Anything could have happened!"

"Please, sleaziest man in Manhattan is _here_, who else hurt her?" Dorota replied.

Chuck came closer, "There are worse people then me out there," He snarled.

The elevator dinged and Blair stepped out, her hair was windswept and her clothes were rumpled. She froze upon seeing Chuck standing in front of her. "Dorota go make me breakfast," Blair ordered, her gaze never leaving Chuck. He looked both relieved and furious.

"What are you doing here Bass?" she demanded.

"I came to see you, except you obviously had other plans," he sneered, taking in her disheveled appearance. "Late night? Too many martinis?"

"Something like that," she muttered, rubbing her arms self-consciously.

"Well now that you're here, I'll be off. Enjoy the new boy-toy." He brushed past her but Blair spun around and yelled after him.

"No Chuck, you don't get to do this!" she snapped. "You do not get to act the injured party! What? You think you can surround yourself with call-girls and prostitutes and then come around here and look at me like that? Like _I_ did something wrong,"

"I always have had a fondness for whores, present company included." he retorted.

She glared at him, "If you think so little of me then what are you still doing here?"

"I wanted to make sure you were okay!" he yelled. "You disappeared right after the play and I heard about - "

Blair let out a scathing laugh, effectively cutting him off. "Of course, I should have known. Blair's life falls apart and Chuck Bass is there waiting in the background for her to run to him. Well guess what, I found someone else to pick up the pieces. I don't _need_ you, and you're certainly not all I have left."

He eyed her carefully, "You're bluffing."

Blair just sighed and shook her head tiredly. "I can't deal with you right now, so please Bass, just go."

He gave her one last pressing look, before turning and pressing the button for the elevator. "This conversation isn't over Waldorf."

Blair just blinked back tears and silently trudged upstairs to take a shower.

*********

"Miss Blair, you have guest!"

Blair sighed and picked herself up from her bed. Much as she would love to tell Dorota to send whomever it was away, her perfect society manners made her reconsider. Also she was just the tiniest bit curious to find out who it was. As she walked down the stairs she heard the unmistakable sneer that could only come from one person: Carter Baizon.

She tried not to pay any attention to the little thrill that traveled through her body upon confirming with her eyes what her ears had told, or that she sped up considerably as she made her way down the stairs, or that she had practically bounced down the last few steps, as she calmly approached him.

"Carter, what a pleasant surprise." she said coolly. "Can I help you with something?"

He rolled his eyes and gave her a knowing look. "You can drop the Ice Queen act for a start, and go get changed. I'm taking you out."

Blair scoffed, "You're asking me or you're telling me?"

"Informing you." he clarified. "You still owe me..." he checked his watch. "Eight whole hours."

"Excuse me?"

"You asked - and I use the term _asked_ very loosely - that I show you 'my world' for a night. A night constitutes twelve hours. You only gave me four." he smirked.

"I stayed the whole night with you," Blair reminded him, ignoring Dorota's huff of disapproval.

"The majority of which was spent sleeping," he countered.

"You can not be serious," she cocked her head to one side. "Wait... you are, aren't you? You actually have something planned."

He flushed slightly and Blair's smile widened. "Just hurry up and get dressed, the clock's ticking."

Blair raised an eyebrow and studied him for a few seconds before doing as told and retreating up the stairs.

"And wear pants, not those scraps of fabric you call dresses." He yelled after her.

He would never be sure afterwards if it was a wave Blair gave him in acknowledgement, or if it was the universal sign of annoyance; the middle digit of her right hand. For his sanity he decided to believe the former.

**********

"So where are we going?" Blair asked him a few minutes later as they exited her building.

"Just trust me, Blair, you'll like it," Carter promised, taking her hand in his as the crossed the busy street at a run.

"Yes well you should know that I don't trust very easily," she retorted, quickly retracting her hand once they were safely across. "Now either you tell me where you're taking me or I don't move another step."

True to her word she halted right in the middle of the sidewalk. Carter gave her an amused look and she quirked an eyebrow in challenge.

"What's the problem?" he inquired after a few minutes of the silent stand-off.

"How do I know I can trust you?" she replied. "Nate did and he lost ten thousand."

"Nate Archibald is a gullible idiot," he told her. "It would have been stupid of me _not _to take him for all he's worth."

Blair smiled against her will. "Point taken."

"Besides, if I was going to sell you out what happened last night would be plastered all over Gossip Girl right now," he said.

"For all I know it could be," Blair shrugged, "I haven't checked." Her eyes twinkled. "I seem to remember my cell phone dropping from a great distance last night when you molested me." She started to walk forward again.

Carter let out a bark-like laugh and slung an arm over her shoulder. This time she didn't pull away. "I seem to remember a slightly different version of events, Blair. As I recall, you physically attacked me."

"I did not!" she gasped and slapped his arm. "And anyway, with the amount of narcotics you've inhaled in your life I'd hazard a guess that your brain gets more then a little hazy at times." she huffed.

"What would you know about narcotics, Blair?" he said. "I bet you've never even tried a joint."

Blair just looked at him with her face the picture of innocence before skipping on ahead. "You'd be surprised, Carter." she called back over her shoulder.

"I already am." he muttered before hurrying to catch up with her.

**********

Carter carefully guided Blair into the large storeroom, making sure to keep his hand pressed firmly over her eyes. "This better be good Carter," she grouched. "I did not walk half a mile in these heels for nothing."

"I did tell you to wear proper clothing." He warned her to keep to her eyes closed as he rattled about with sheets and plastic. "Okay, you can open them."

Blair opened her eyes to see Carter standing in front of a shiny silver Porsche convertible that had the top down. He looked expectantly at her, awaiting her reaction. "I never would've pegged you for the type of guy who owns a sports car," she remarked as she ran her hand across the smooth body and as she inspected the spotless paint-job.

"Well I never would've pegged you as the type of girl who experiments with drugs." He replied, hopping into the car and turning the keys in the ignition. "Now stop your bitching and get in the damn car." Blair laughed and clambered in after him.

Carter had just carefully maneuvered the car out of the storage room and onto the street when Blair suddenly screeched for him to stop. He turned to glare at her and found her snapping the elastic out of her hair and removing the headband. She quickly ran her hands through it a few times before giving him an impatient scowl. "Well are we going or not?" she demanded.

Carter just groaned and hit his head off of the steering wheel, "What have I gotten myself into?" he wondered aloud.

Blair just flashed him a dazzling smile and turned on the radio.

**********

"'Cause I'm not your princess, and this ain't a fairytale, I'm not the one you sweep off your feet, lead her up the stairwell..." Blair sang softly along with the radio, her brown curls flying wild behind her in the wind as they drove down one of the motorways south of the city.

"Must we listen to such chick music?" Carter complained good-naturedly.

"I don't think you want the answer to that," Blair smiled but turned the radio down.

"You know, I really don't understand you Blair, one minute you're all prissy and stuck up, the next your singing and dancing along to the radio." Cater shook his head in bemusement.

Blair looked at him wryly, "I could say the exact same about you."

"Oh?"

"Oh come on Carter, I'm like the only one you're ever nice to. You used to tolerate Nate, you were terrified that Chuck would take over from you in the bad boy department, and you lusted over Serena. The rest of them were barely even worth your time... Face it, you actually like me." Blair said happily.

"Maybe I just find you less annoying then everyone else." Carter pointed out. "Them, they're all fake. Every last one, but you... you're real. Even when you're acting like a spoilt brat there's still a little bit of the real Blair shining through."

"And what does the real Blair say?" She asked quietly.

He stared straight ahead. "That she's scared that everyone she loves will leave her, that she's strong and vulnerable at the same time, that she's always felt second best to Serena, even though to the people that matter she's ten times better... And that she's completely in love with a two-faced, pompous ass who doesn't deserve her." He flashed her a quick smile before changing the subject. "So feel like having a go at driving this thing?" Carter pulled into a country road and stopped the car.

"What?" Blair asked in surprise. "Forget it Carter, no way."

"I can't believe I let you talk me into this," Blair said nervously as she gripped the steering wheel as if her life depended on it. "This is crazy."

"You'll be fine," Carter promised her. "Now start the engine and press down gently on the accelerator-" The car went lurching forward and Carter went flying into the dashboard. "Gently Blair, _gently_." He instructed, rubbing his side and glowering at her. "FYI, if you kill me I'm coming back to haunt you."

"That goes for two of us Carter," Blair said through gritted teeth as the car lurched forward again. "And trust me you do not want Blair Waldorf's ghost stalking you till your dying day."

_A few hours later:_

"This is a much better use of our time," Blair whispered, kissing Carter again as she buttoned up her blouse and pulled on her jeans

"No complaints here," he chuckled, "but it's getting dark, we should be heading back." He kissed her firmly once more before deftly lifting her off him and spinning her back into the passenger's seat and pushing the driver's seat from it's previous reclining position.

"Our seven hours ended twenty minutes ago," Blair teased.

"Hmm, I guess they did. Though to be fair, over half of that was spent in the backseat." He reasoned. "I figure I still have at least three good hours. Enough time to take you to dinner?"

Blair pretended to consider it, "I suppose I could agree to that."

But even as she teased and bantered with Carter, deep down she knew that Chuck was never too far from her mind, and what her and Carter had just done in the back of his car served only to remind her of that night so many months ago when she had finally surrendered herself to the smirking boy with the mysterious eyes in the back of his limo.


	3. Chapter 3

**Disclaimer - Don't own**

**A/N - R I really love feedback! Thanks to everyone who reviewed!**

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"Hey!" Serena called, hurrying over to Penelope and posse with a worried frown on her face. "Have you guys seen Blair? We were supposed to meet for breakfast and she never showed."

Penelope gave out a shrill laugh, "Seen Blair? Why would we have possibly seen _Blair_. I mean it's not as if she's the leader of our social circle or anything." She said bitterly.

"She totally bailed on us all weekend," Iz informed Serena. "Gossip Girl hasn't even blogged about her in hours, that's got to be a bad sign. Usually Blair's her favorite topic!"

"Maybe she's in mourning for Yale?" Nelly Yuki suggested smugly, casually dunking her spoon into her non-fat yogurt.

"We get it Nelly," Penelope snapped, "You're in."

"But everyone knows that if you hadn't ratted on Blair then there's no way they would have even considered you." Hazel told her. "Face it, you're a snitch."

"Now, now girls," Blair's cheerful voice interrupted them. "All's fair in love and war. Nelly Yuki schemed her way into Yale fair and square. Not bad for an amateur."

"Um... Thanks?" Nelly furrowed her brow and looked at Blair warily.

"Blair where were you?" Serena demanded. "I've been leaving messages on your cell all weekend. Why didn't you call me back?"

"Oh I... lost my phone." Blair said airily, though with a hint of mischief in her eyes. "I just can't remember where I put it. I swear I'm turning blond. No offense," Blair patted her arm sweetly before turning to the girls. "Ready to go?"

Hazel, Iz and Penelope exchanged pointed glances before getting to their feet. Nelly was about to follow suit when Blair looked over her shoulder at her. "Actually Nelly I need you to stay a little longer, I forgot my purse and Dorota agreed to drop it off for me. I told her to hurry so she shouldn't be too long."

Nelly glared at her but upon unsympathetic glances from the other girls she sat down again crossly.

"TTYL," Blair chirped over her shoulder.

"I see you're feeling better," Serena muttered in amusement.

Blair gave her a secretive smile, "You could say that."

*********

"So what's the plan for after school?" Hazel asked at lunch, Nelly Yuki had since been banished to the library and Blair was still in an abnormally happy mood.

"I hear 1OAK is doing a special on drinks tonight." Iz suggested.

"That might be fun," Serena agreed. "What do you think Blair? You in?"

"Hm?" Blair looked up from her fruit salad. "Oh, tonight... I don't know yet."

The girls met each other's eye again and raised one perfectly plucked eyebrow each.

"So did anyone else hear that Carter Baizen was back in town?" Penelope asked.

"He is?" Serena frowned, "I wonder why."

"Maybe he's back for revenge against Nate. He did punch him at Cotillion that time." Iz reminded them.

"Only because Ch-" Hazel stopped abruptly and everyone looked at Blair nervously. Blair appeared not to have noticed the slip and was now gathering up her stuff with a dream-like smile on her face.

"Leaving already B?" Serena asked.

"Yeah," Blair smiled, "I forgot, Headmistress Queller wanted to talk to me about next weeks' fund-raiser."

"Well, hang on," Serena scrambled to get up, "I'll come with you."

"No, no." Blair waved her off. "You stay, finish up." Blair quickly hurried away before Serena could intervene again.

"She is totally hiding something," Penelope stated.

"I almost mentioned the 'C' word and she never even flinched." Hazel added.

"Maybe she's just trying to look on the bright side." Serena suggested.

She got three incredulous looks in return. "Oh who am I trying to kid, it's Blair. She's totally hiding something." Serena groaned.

*********

"Nate!"

Nate spun around and a wide smile broke out onto his face upon seeing his girlfriend. "Hey, what are you doing here?" He planted a kiss on her forehead and draped an arm around her shoulders.

"Well, I was thinking that because it's my day off and you're finished rehearsing for the play, we could go for a coffee?" Vanessa asked.

"Sounds great." He agreed.

"Cool car," Vanessa remarked, pointing towards the street.

"Huh?" Nate turned to look. "Is that... Is that Carter Baizen?"

Vanessa eyed the man in the silver sports car interestedly. "You know him."

"Unfortunately," Nate muttered. "What's he doing here?"

Vanessa nodded towards the steps where Blair was skipping down with a smirk on her face. "I think you just got your answer."

"Blair?" Nate choked out. "What the hell is she doing with him?"

Vanessa winced as Blair gave Carter a lingering kiss and his hands traveled to her hair. "My guess is whatever it is they're doing is not exactly PG."

Nate stared after the car as it sped away.

"She didn't take long moving on from Chuck," Vanessa observed, taking his hand and pulling him along again.

"Carter Baizen is a low-life, who also happens to be Chuck's enemy." Nate told her, "He's probably just using Blair to get to him."

Vanessa scoffed, "Knowing Blair it's probably the other way around."

Nate looked at her sharply, "Blair wouldn't do that."

"She did it to you," She pointed out.

Nate shook his head, "No she didn't, Blair and Chuck always kind of had a connection between them... As I look back now I wonder how I could have missed it all those years." He craned his neck behind him in search of the silver car.

"What I don't understand is how you could date her for all those years and not realize what a bitch she is."

"What do you mean?" Nate asked absently.

"Well, Blair's a disgustingly rich brat with no morals who makes life hell for those around her, and you, you're the total opposite." Vanessa said.

Nate gave her a reproving look. "She's not that bad, and I am definitely not that good. And besides, I knew what Blair was like when I first got involved with her. Actually, her cattiness was one of the things I liked most about her." Nate laughed. "One of the thing I _like _most about her." He corrected.

"What?" Vanessa looked at him disbelievingly. "You're telling me that what Blair did to Dan and Miss Carr was totally okay? Not to mention what she and Chuck tried to do to me a few months ago. 'Seduce and Destroy' ringing any bells?"

"Look, I like Dan... But what he and Miss Carr were doing was wrong. Sure Blair shouldn't have sent the tip in, but in the end her deviousness probably saved Miss Carr her career and Dan a whole lot of heartbreak." Nate hesitated, "And as for what she did to you, promise you won't take this the wrong way, but I think that you kind of brought it on yourself."

"Excuse me?" Vanessa spluttered.

"You threatened to Blair that you'd send in the Marcus and Catherine video just so that she'd help you, it's only fair that Blair would try and get you back. Granted, she shouldn't have dragged Chuck into it, but she would never have actually let him go through with it. It was all just a game to them, and you getting dragged into it was just a bonus." Nate explained.

"You're actually defending her?"

"She's one of my best friends Vanessa, of course I'm going to defend her."

"I can't believe this." Vanessa shook her head.

Nate turned her to face him and said gently, "V, you don't know her. You only see one side of her - the tough side. You don't know what she's had to cope with in her life."

"What could Little Miss Perfect possibly have to deal with in her dreamland full of money and designer dresses?" Vanessa snarked.

"Her Dad leaving her, her boyfriend cheating on her, her mom constantly telling her she's not good enough, falling in love with Chuck only to have her heart broken three times over..." Nate listed harshly, "Is that enough for you or should I go on? Because I've got lots more."

Vanessa scowled. "I get it Nate, she has problems. I understand that, it's how she chooses to deal with them is what I have a problem with."

Nate sighed and took her hand again, "Can we please just agree to disagree and drop the subject? I don't feel like fighting with you right now."

"Whatever," Vanessa shrugged, pulling her hand out of Nate's, "Let's just go to the coffee-shop already."

*********

Blair giggled as she lay sprawled across Carter's bed with his phone in her hand. "You have got to see this," She held the phone up to Carter who was changing his shirt, "apparently we're Gossip Girl's new 'It' couple."

"I'm honored," he said dryly. "Even though technically we're not together."

"Technically, I suppose we're not." Blair mused. "Why is that again?"

"'Cause you're a bitch and I'm an asshole?" Carter guessed, "Or because I've seen you're best friend naked and you've slept with both of my supposed 'protégées'? Or could it possibly be because you're in love with Chuck and I've vowed never to settle down?" Blair's face fell and she scowled.

"Do you have to keep mentioning that Basstard's name?"

"Considering that I'm a walking-dead-man the second he sees that post, then yes, I do want to take a moment to acknowledge that you once dated Chuck Bass. It makes it easier for my attorney to get him convicted if there is a motive behind my tragic death." He told her wearily.

Blair scooted over to him and sat up so that she could reach his tie. "You're such a drama queen."

"Call it planning ahead."

"So what are we then?" Blair asked as she started to tie him a Windsor knot. "Not that I particularly care, but Serena is sure to give me the third degree the second I walk through the door, and I'd rather have some answers ready to pacify her until I get a few martinis down her throat."

"Friends?" he ventured. "Friends with benif-"

Blair yanked on his tie and pulled his face very close to hers, "If you so much as think about finishing that sentence I will personally see to it that you never procreate." She hissed fiercely.

Carter gulped.

Blair stared him down for a few more seconds before realizing what she was doing and the familiarity of the situation, and jumping back as though scalded. She avoided his confused stare and busied herself with changing into the new dress that she had bought on the way home with Carter.

"Why don't I go and call the limo." Carter suggested finally.

"Good idea," Blair agreed. "Oh and Carter," she chanced a glance over her shoulder at him, "Please don't mention Chuck's name again. I just... I can't deal with about him as well as everything that's going on right now."

His gaze softened, he walked over to her and brushed a stray curl away from her face. "Okay," he promised. He planted a kiss on her forehead before leaving the room.


	4. Chapter 4

"So," Serena sidled up to Blair at 1OAK later that night, "you and Carter, that's... interesting."

"Yeah, I suppose it is." Blair agreed.

Serena opened her mouth to say something but then thought better of it and closed it again. She did this three times before Blair finally took pity on her;

"Spit it out S."

"Are you using Carter to get back at Chuck?" Serena blurted.

Blair sighed and looked her best friend in the eye, "No. When Carter and I hooked up Chuck's and his little rivalry never even crossed my mind."

Serena still looked slightly doubtful but tactfully changed the subject, not wanting to spark another fight. "So did you see what Heather Mullins is wearing? Don't get me wrong, it's a nice dress, but it kind of screams-"

"Slut?" Blair giggled.

"I was going to say desperate, but now that you mention it..."

"Blair, Serena."

Both girls turned to see Nate making his way towards them. Still laughing they both greeted the blond.

"Hey Natie," Serena smiled, giving him a hug.

"Archibald," Blair smirked, "where's your shadow?"

Nate rolled his eyes at her, "_Vanessa_ couldn't come tonight."

"What? She and Humphrey are having a hot date watching the Brady Bunch on television?" She teased.

"The Great Gatsby actually, which is why I'm here," Nate corrected, "apparently Robert Redford is only to be enjoyed by those whose IQ's exceed 130."

"Figures," Blair snorted before looking at her watch. "Well, far be it from me to break up this scintillating conversation, but I should probably rescue Carter from Hazel's clutches and get going."

"So soon?" Nate frowned, "I was hoping that we could catch up."

"I promised Dorota I'd be home by twelve, sorry Archibald. Maybe another time?" She disappeared into the throng of people before he could reply.

Both Serena and Nate watched in silence as Blair reappeared next to Carter at their table and they walked out together.

"So, her and Carter Baizen?" Nate said finally, "What's the story?"

Serena gave him a fleeting look before turning back towards the bar and her awaiting mimosa. "Honestly, I have no idea."

Nate sighed, before joining her and together they drank and watched the crowd disperse until there was only a few people left in the club.

***********

"Boys, dinner." Lily called. She then walked back into the kitchen and helped Jenny and Dan finish setting the table.

"Isn't Serena home yet?" Rufus questioned, bring the salad-bowl and the bread basket to the table.

"No, she and Blair ran into some trouble while shopping." Lily explained as Eric dragged a very reluctant Chuck into the room.

"What? Blair couldn't decide whether or not someone had the same coat as her?" Jenny laughed.

"Actually no," Serena stood in the doorway. "One of the shop-assistants fell and hit her head. We wanted to wait until the ambulance came."

"Is she alright?" Lily asked concernedly as Serena took her place next to Chuck at the table.

Serena nodded, "The paramedic said that she most likely just has concussion, they took her in anyway for observation."

The conversation halted.

"So... I didn't see you at lunch today." Eric said to Chuck awkwardly.

"I had business to take care of." Chuck replied shortly.

"Business being code for avoiding Blair." Dan muttered.

Chuck glared at him, "Actually it's code for Nate going to visit his father in prison and me being there to support him." He shot.

Dan squirmed as everyone looked at him pointedly. "Well how was I supposed to know that?" He asked defensively. "I didn't get the memo where the rich kids decided to get morals."

"No you were just being judgmental as always," Serena took a large sip of her water.

"And what's that supposed to mean?" Dan retorted.

"It means you screwed a teacher behind her back." Chuck told him, "Congratulations, you've officially sunk lower then me." He raised his glass in mock toast.

"No, Chuck. It's not possible to sink lower then you." Dan narrowed his eyes. "So when was the last time you spoke to Blair."

"Watch it Humphrey," Chuck's eyes glinted dangerously, "I'm not in the mood to play today."

"I bet Carter Baizen is." Dan cocked his head to the side, "Oh sorry, are we not allowed to mention that either?

"You don't know what you're talking about Dan, so just shut up okay." Serena cut in.

Chuck gave her a semi-grateful glower.

Silence.

"I got an A on my history assignment!" Jenny tried. "It was about the Egyptians. Did you know that they used to worship cats? Isn't that so cool?"

"Aren't you allergic to cats?" Serena frowned.

Jenny shrugged. "It's still cool."

"I used to have a cat when I was a girl," Lily remembered fondly. "I named him Coco."

"After Chanel?" Eric asked.

Lily nodded, "Funnily enough his namesake was the final straw before Cece pawned him off on the maid."

Everyone looked at her expectantly.

"He peed on her brand new Chanel cocktail dress," she clarified. "A fact that I neglected to mention until we were at the party and people started to wonder about the stain."

"And Cece calls me the Devil's Advocate." Chuck said dryly.

Rufus looked around at the table, "Isn't this nice? Everyone talking, getting along..."

Both Serena and Chuck snorted in unison.

"It's good practice for the Charity Gala we'll be attending next week. As a family." Lily slipped in, she gulped down the remainder of her wine before chancing a glance at everyone's reactions.

"Isn't that the one Blair's organizing?" Serena asked.

"I'm busy." Rufus and Chuck said together.

"Doing what?" Lily asked with a hint of steel in her voice.

"I have a business meeting with one of the investors," Chuck reminded her.

"I had that rescheduled for next Wednesday." Lily told him.

"Well I have to work, it's Vanessa's day off that night." Rufus said.

"What night?" Lily asked, folding her arms across her chest.

"The night that the Gala's on." Rufus said smoothly.

"Which is...?" Lily persisted.

"Saturday?" Rufus tried.

"Wrong, it's Sunday." Lily told him.

"Of course, that's what I meant." Rufus corrected hastily. "Vanessa's day off is on Sunday."

"Good, so that means she'll be able to cover for you when we attend the Gala on Friday." Lily allowed herself a smug smile before starting on her dessert, rendering Rufus speechless.

"What just happened there?" Rufus asked, when he found his voice some time later.

"Sorry Dad, you just got _played_." Jenny smirked, giving Lily an approving look. Dan and Eric both laughed and commiserated with Rufus while slapping Lily high fives.

Chuck and Serena exchanged sickened glances.

"Well, I don't know about you Sis, but I'm counting down the days till I turn eighteen." Chuck murmured as they both placed their dishes on the sideboard a few minutes later.

Serena took one last look at the still-laughing group before nodding. "Ditto."

***********

Eric walked into Chuck's room in search of his sister. "Hey Chuck, have you seen - Serena." He finished in surprise. "Serena, you're here, in Chuck's room. On Chuck's bed." He narrowed his eyes at his older sister. "You two aren't...?"

Chuck rolled his eyes and returned to his laptop while Serena shrieked in disgust and hopped off of the bed, letting the magazine she was flicking through fall to the ground.

"God no! Just _no_. Eric how could you even think that!?" Serena shuddered.

Eric shrugged his shoulders defensively, "Well you're mourning Dan, he's mourning Blair -"

Chuck cleared his throat loudly.

"- whether he admits it or not." Eric continued as if he hadn't been interrupted. "And it wouldn't be the first time you guys have looked to other people for solace; Aaron," He looked pointedly at Serena, before giving Chuck a wry smile, "half of Beijing? Seriously guys, you're not the most stable when it comes to dealing with heartache."

"Point duly noted," Chuck said with annoyance, "door's that way." He continued typing on the laptop as Eric took the hint and left.

"He does make a valid case," Serena said thoughtfully a few minutes later, "Both of us are single, and both of us _hate _the new family order, we should think about it."

"I'm not sleeping with you," Chuck told her without turning around.

Serena flung a pillow at him and scowled. "I just meant that we should consider sticking together. I mean Nate has Vanessa, and now Blair has Carter..."

This time it was Chuck who scowled. "Blair doesn't _have_ anything. She's just using him to get back at me. They're just doing it to piss me off,"

"I don't think that's what she's doing this time Chuck. I think she genuinely likes him," Serena bit her bottom lip worriedly, "and I really think that he likes her too. He was being a total ass to everyone last night but he was really sweet to her."

Chuck flinched and he turned away quickly before Serena could see his face fall. "Blair is just using him to get at me." He repeated firmly.

"And if she isn't?"

Chuck didn't reply, Serena made her way to the door but turned at the sound of his voice.

"Then I'll just have to try harder to win her back, and..." Chuck swallowed deeply and took a deep breath. Serena waited patiently for him to continue. "Tell her... tell her that I'm not giving up, and that I'm going to fight this time." He turned back to the screen without another word.

Serena nodded even though he couldn't see her and quietly exited the room, closing the door behind her.

***********

"He misses you, you know." Serena said out of the blue as they lay on her bed in their pajamas later that night. Blair froze for a few seconds before forcing herself to continue flicking the pages.

"Oh?" She said nonchalantly, though her heart was thudding rapidly in her chest.

"He loves you." Serena continued, watching her best friend closely for signs that she wasn't completely okay.

"Well he could have fooled me." Blair said finally, sitting up straight and placing the magazine on her bedside cabinet. "Do you mind if we turn the light off? I'm tired and we have to get up early for school tomorrow."

Serena nodded mutely and joined her best friend under the comforter. "He told me to tell you that he's going to fight this time, and that he's not giving up."

Blair closed her eyes and took a deep breath while willing back tears. She didn't reply until a long while later, when Serena was already sound asleep with her golden locks flayed out over her pillow. "About time, Bass." She breathed, not allowing herself to think, much less to hope.


	5. Chapter 5

**Disclaimer: don't own**

**A/N: Well this one is slightly longer, and I'll try and keep them at this length. I know it's been a while too, but after the stinker that was that last episode I really couldn't bring myself to write Blair/Carter, and the B/N scene at the end of this was practically impossible. It also worries me how many people have started shipping B/N. NO! It's Blair and Chuck 4 ever! Nate and Blair are cute, yes, they're like the adorable little kindergartners who hold hands and play in the sand. **

**BUT Chuck and Blair are made for each other! They have fire and passion and LOVE! Blair and Nate only have familiarity, even freaking _Blair _admitted to it when she said that her and Chuck had fireworks! And as for Chuck and Vanessa? I almost puked. I like Vanessa most of the time now, I even kind of hope that she get's her happy ending but not with CHUCK! That's just wrong as far as I'm concerned.  
**

**Anyways, rant over, thanks to everyone who R&R'd! And remember to hit that little blue button at the bottom when you're finished! ;D**

*******  
**

"Tripp?!" Nate called, letting go of Vanessa's hand so that he could hug his somewhat estranged cousin. "Man is that you?"

"Nathaniel." Tripp greeted with a wide smile on his face. "You look so different, it must be months since I've seen you last."

Nate nodded, looking slightly uncomfortable. "This is my girlfriend Vanessa. V, this is my cousin Tripp."

Vanessa smiled and shook hands with the older blonde. "It's nice to meet you, Nate's told me all about how you two used to go fishing together at your Grandfather's country estate."

Tripp grinned, "Did he tell you how I always pushed the little squirt in?"

"Hey!" Nate protested as Vanessa laughed. He turned to his girlfriend, "In my defense, I was thirteen and he was about a foot taller then me."

"What can I say, I get bored easily." Tripp said, placing his hands in front of him in defense. "And besides, I didn't see you complaining when Blair decided to play nursemaid." He teased, he leaned in towards Vanessa, "I take full credit for those two getting together."

Nate laughed fondly and Vanessa's face fell slightly.

"So how are things with you?" Nate asked, as they strolled through the park together a few minutes later. As Vanessa had had to rush off to meet Dan do it was just the two of them.

"Great, great, Maureen and I are engaged." Tripp smiled as Nate congratulated him. "I figure it was about time, I mean we'd been together practically from birth. Grandfather threw us a big party and all of our friends and family came." He eyed his cousin out of the corner of his eye. "I tried calling but I couldn't get through."

"Yeah, sorry, it's been a crazy year." Nate said.

"Grandfather wants to see you, you know. He misses you. You were always his favorite." Tripp said lightly.

Nate gave a bitter laugh, "I didn't see him playing favorites when Dad got arrested or when Mom and I lost the house."

Tripp looked down, "I know, and I wish that I could explain why he acted like that... but the important thing to remember now is that he loves you and he wants to make it right."

"So he sent you here to do his dirty work for him? Try and get me on side."

"He doesn't even know I'm here. And he is trying to tell you he's sorry himself, but you ignore every invitation and never return any of his phone calls."

When Nate remained stubborn Tripp sighed, "Look I know that your angry, I would be too, but just give him a chance. There's going to be a family gathering on later this afternoon. You should come, if not for your sake then for Anne's. She misses her family Nate, but she'll keep on staying away if she thinks that's what you want."

Nate hesitated.

Tripp clapped him on the back, "Just think about it, no pressure. But if you do decide to come then we'll all be glad to have you."

*********

"So..." Blair popped a grape into her mouth and cradled the phone under her ear. "What are we doing tonight?"

"_What makes you so sure I'm free?"_

"You have no friends." Blair said matter-of-factly as she began to paint her nails.

"_Ouch."_

"Whatever, now focus, club or restaurant?"

"_How about I surprise you?"_

"I don't like surprises. Just tell me so I can decide what to wear."

"_I'll pick you up at eight." _

"Carter!" Blair protested, grappling with the phone while trying not to smudge her still-wet pearly pink nails. "Don't you dare hang up that phone. Car-ter!"

"Jerk," she muttered, flinging the phone across the room and blowing on her nails. "Dorota get my purse, we're going shopping." She called loudly.

*********

"Taxi!" Carter yelled, stepping out onto the road. The cab ignored him and drove straight on.

"Need a ride?" A sleek black limo pulled up and a smirking face appeared through the open window.

"Bass," Carter said flatly, "I can't say I'm surprised but, for the sake of being polite, to what do I owe the pleasure?"

"Shut up and get in the car." Chuck snapped.

Carter sighed but did as told. When he was seated as far away from Chuck as he could get looked at the younger man expectantly, "All right then, let's get this show on the road; I'm sleeping with your ex, you're going to warn me off with threats of deportation or worse, I'm going to ignore you and keep on seeing Blair until, ultimately, you give up and leave us all in peace."

"Have a drink," Chuck just said, handing him the bottle of scotch and a glass.

Carter sniffed the bottle warily, before pouring a glass and taking a mouthful.

"Paranoia doesn't suit you Baizen, much as I enjoy seeing you squirm." Chuck narrowed his eyes. "Though you would do well to be scared."

Carter gave him a withering look, "Scared? Of you? No. You couldn't hurt a fly Bass. Am I wary of your little plots? Possibly. But then I've got your scheming partner on _my_ side so that's not really an issue either. I have as many underhanded contacts as you do, as much cash, I'm twice as good-looking, and most importantly – _I_ have the girl. So... quite honestly, I really couldn't give a damn what you try to do to me."

"You don't have Blair," Chuck said, feigning boredom. "You think you do, but when it really comes down to it - Blair's in love with me."

Carter shrugged, "You say that as if I'm supposed to care. You're the one in love with her, not me." He eyed Chuck. "We both know that it's killing you to see her with me, but I wouldn't bat an eyelid if Blair ever went back to you. You may have her heart Bass, but her body's all mine for the taking." He winked. "And trust me, I take it."

Chuck glared at him and clenched his fists. "She'll drop you within a week."

"Maybe, maybe not. Actually I think she's grown quite fond of me."

"You do know what I can do to you right?" Chuck raised an eyebrow. "I know all about your past, all of your secrets... If you're not gone by tomorrow believe me when I say I'll have no qualms about posting it.

Carter chuckled, "And so the apprentice outmaneuvers the master."

"We both know that I was never just an apprentice." Chuck smirked tightly. "As I recall it was me who organized every social gathering and party."

"But it was always my name on the invite."

"Carter Baizen used to be an important name around here." Chuck granted. "But ever since you gave up your trust-fund and went hunting for malaria in Africa and crowd-surfing in Asia, you've lost more then a little of your credibility and power."

"Says the man who went off the rails after his father died and fled to Beijing without a second thought for the girl he supposedly loves." Carter shot back. "If anyone has lost their credibility Bass, it's you." He checked his watch. "Now if you'll excuse me, I have a date." Carter signaled for the driver to pull over and Carter got out a few blocks away from his building.

"This isn't over Baizen." Chuck warned as Carter slammed the door.

"I think we should let Blair decide that, Bass. But hey, I look forward to seeing what you come up with to try win her back," Carter smirked cockily. He gave a jaunty wave before crossing over in front of the limo, patting the bonnet as he went.

Chuck glared after him for a minute before nodding at the driver to continue onwards. He then took out his cell-phone and dialed the number of his PI. "I want everything you have on Carter Baizen and I want it now."

*********

_**Spotted: C and the original Bad Boy of the UES having a meeting in the back of C's limo. What were they doing there? Who knows, but something tells me that it has more than a little to do with our favorite QueenB. Remember guys; faint heart never won fair lady, and B's the fairest of them all...**_

*********

"Remind me again why we're here?" Blair grumbled, folding her arms across her chest.

"Because, Blair, Brooklyn is beautiful at this time of night." Carter explained, taking one of her hands in his and dragging her along behind him. "Now shut up, and just look."

Blair sighed and rolled her eyes before conceding to look around her. The bright lights and far away noise of the city made way for the dark shadows of the buildings and the sounds of raucous laughter and glass shattering came from a nearby street corner. She could hear shouting, and the slamming of doors echoed from the apartment block across from them. She swore she could smell the damp stench of urine and hear the scurrying of rats too. Her nose scrunched up in distaste.

When she voiced these thoughts, Carter just groaned and glared at her.

"Blair, it's times like these that make me think that you're a lost cause." He said, annoyance shown clearly in his voice.

Blair recoiled, "Well excuse me for liking elegance and culture." She sniffed haughtily. "Come on Carter, you can't honestly bring me to the slums and expect me to awe over how beautiful it is."

Carter muttered something under his breath that sounded suspiciously like 'baby steps' before trying a different approach. "Blair I know this place is a dump alright? There's rubbish all over the place, there's broken bottles, and cigarette butts, and rats and god knows what else at our feet. But look up at the sky. You can see the stars from here. Now tell me, honestly, when was the last time that you saw them?"

"Probably from Daddy's vineyard last summer, or maybe the Hamptons." Blair admitted. "So?"

"Imagine if you could see them all the time. If you could look out of your bedroom window and see the stars without the lights and the smog of the city blocking your view. You don't think you'd enjoy that?"

"Maybe, but if I really wanted to see stars I would buy a telescope." Blair told him. "Or better yet, look them up online."

"You're comparing looking at the stars late at night to seeing a picture through a screen?" He asked incredulously. "Really?"

Blair just gave him a look.

"I have a lot of work to do." Carter sighed, running his fingers through his hair before hailing a taxi.

*********

"This is Humphrey's Dad's gallery, what the hell are we doing here Carter?!" Blair hissed as he opened the door for her.

"A friend of mine is doing an exhibition here in a few days. He asked to scope out the competition." He gave her a look. "You said that you wanted culture. What's more cultured then an art gallery?"

Blair looked around her. "My bedroom. For a start."

"You're impossible, you know that?" Carter smirked. "If it's not Tiffany's or Bendels you're not the remotest bit interested."

"Well done Genius, did you only just figure that out?" Blair snarked back. "I need a drink." She made her way through the almost empty gallery and towards the café section.

"Large, semi-skimmed, low fat cappuccino." She barked at the very surprised Vanessa. She looked around at the small room and at the colorful décor. "To go."

"Blair? What on earth would bring you of all people here." Nate raised his eyebrows.

"Apparently I'm not cultured enough." Blair rolled her eyes. "Carter's helping out a friend."

Nate's eyebrows went even higher.

"I know right?" Blair agreed, "I didn't believe that he had friends either."

Vanessa slammed the coffee down on the counter. "That will be four dollars please."

Blair dropped a twenty onto the counter and smiled patronizingly at Vanessa. "Keep the change. It looks like you need it." She winked as she took a sip of her cappuccino.

Vanessa glowered before going to the till and taking out sixteen dollars. "I'll be in back." She told Nate.

"Can't you two at least try to get along?" Nate reprimanded mildly. "If you ever talked then you'd see you actually have a lot in common."

"Name one thing," Blair challenged.

"Well... me." Nate tried. "And Serena, and..."

"And?" Blair smiled.

"Okay fine, you're never going to be friends. But you could at least be nice."

"I'm always nice." Blair told him.

"Yesterday you made a freshman cry because she asked if she could join your gang."

"I don't like freshman." Blair defended, giving him a sly look. "Not all of us are cradle-snatchers, you know."

"Oh, so it's like that is it?" Nate chuckled.

"I'm just saying, if you can date a fifteen year old..." Blair trailed off innocently.

"Mm, yeah. Remind me again... What age is Carter?"

"Lady Catherine." She shot back.

"Marcus." He returned.

"Serena."

"Nate Archibald." He listed. "Chuck Bass."

"Blair Waldorf, Vanessa Abrams." Blair countered, pretending that she didn't flinch when he mentioned Chuck's name.

"Tripp Vanderbilt." Nate smirked.

Blair gasped and gave him a shove. "I had a tiny little crush on him when I was ten!"

"Twelve, actually. I remember because that was when I first started liking you. I was so jealous." Nate said with a smile. "I saw him today actually. And Maureen. And everyone else."

"You decided to forgive them?" Blair asked quietly.

"Yeah, life's too short for grudges, you know? And they all seemed pretty happy to see me when I showed up at the gathering earlier this afternoon. Which reminds me, Grandfather is throwing a little party tomorrow night. He told me to invite some of my friends, I know he'd love to see you."

Blair hesitated, "I don't know..."

"Serena will be there. And it's on at the Country Estate," Nate nudged her side with his elbow. "You know how much you love the country estate."

"Fine." Blair conceded with a smile on her face. "But only so that I can look at the library again." She finished the rest of her coffee and hopped down from the stool she was perching on. "Oh and Archibald," She turned back when she reached the doorway and gave him a smirk. "If we go down to the lake, try not to fall in this time."

"Why does everyone remember that?!"

*********

Blair was still giggling as she made her way over to an amused Carter. "What?" She asked when he kept staring at her.

He gave her a knowing look, "Maybe Bass isn't the only contender for your heart after all."

Blair furrowed her brow. "What do you mean?"

"You do the math Blair."

"I have no idea what you're talking about."

Carter rolled his eyes. "You and Nate seemed pretty cozy in there," He hinted.

Blair's eyes widened, and she looked back over her shoulder. "No, there is no way that Nate is interested in me like that. We're friends now, sort of. Besides, he has Vanessa. It's just not possible."

"If you say so." He kept on with the knowing looks until eventually Blair snapped and hit him with her purse and demanded he take her home.

"Just think about it Blair," He called after her as she entered her building.

"No, there's no way." Blair repeated to herself, before shaking her head and making her way to the elevator. "Carter's just being an idiot."


End file.
